The specific objectives of this proposal are: 1. To explore the synthetic scope of a new and potentially general route to beta-lactams. 2. To investigate the biological activity of compounds prepared by this methodology. 3. To explore the chemistry of 3-cyano-2-azetidinones (beta-lactams). 4. To investigate possible new proposed routes to beta-lactams. 5. To utilize the results coming from the above as key synthetic steps in the total synthesis of some naturally occurring beta-lactams--clavulanic acid and nocardicine.